What changed in this filing

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Item 1. Financial Statements

2026-08-05 compared with 2026-05-06 · 191 added, 83 removed, 510 unchanged (35% of the section changed)

4 unchanged sentences

Three Months Ended

Six Months Ended

Cost of Sales

2 unchanged sentences

Research, development and technical services

Deferred compensation (income) expense

Deferred compensation expense

Business restructuring (Note 16)

13 unchanged sentences

Three Months Ended

Six Months Ended

Net Income (Loss)

9 unchanged sentences

(Dollars in thousands)

March 31, 2026

June 30, 2026

December 31, 2025

37 unchanged sentences

(In thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash Flows From Operating Activities

22 unchanged sentences

Revolving debt and bank overdrafts, net (Note 14)

Other debt borrowings

Other debt repayments

3 unchanged sentences

Effect of Exchange Rate Changes on Cash

Net Increase in Cash and Cash Equivalents

Net Decrease in Cash and Cash Equivalents

Cash and Cash Equivalents at Beginning of Period

6 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

June 30, 2026

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1 unchanged sentence

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) have been condensed or omitted pursuant to such rules and regulations, although management believes that the disclosures are adequate and make the information presented not misleading.

In the opinion of management, all adjustments, consisting only of normal recurring accruals, necessary to present fairly the Company’s financial position as of March 31, 2026, its results of operations for the three months ended March 31, 2026 and 2025 and cash flows for the three months ended March 31, 2026 and 2025, have been included.

In the opinion of management, all adjustments, consisting only of normal recurring accruals, necessary to present fairly the Company’s financial position as of June 30, 2026, its results of operations for the three and six months ended June 30, 2026 and 2025 and cash flows for the six months ended June 30, 2026 and 2025, have been included.

These financial statements and related footnotes should be read in conjunction with the financial statements and related footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (2025 Annual Report on Form 10-K).

RECONCILIATIONS OF EQUITY

Below are reconciliations of total equity for the three months ended March 31, 2026 and 2025:

Below are reconciliations of total equity for the three and six months ended June 30, 2026 and 2025:

(In thousands, except share and per share amounts)

1 unchanged sentence

Income (Loss)

Balance, March 31, 2026

Issuance of 0 shares of

common stock under incentive

compensation plan

Stock-based and deferred compensation

Other comprehensive income

Cash dividends paid:

Common stock ($ 0.395 per share)

Balance, June 30, 2026

(In thousands, except share and per share amounts)

Comprehensive

Income (Loss)

Balance, December 31, 2025

6 unchanged sentences

Common stock ($ 0.790 per share)

Balance, June 30, 2026

(In thousands, except share and per share amounts)

Comprehensive

Income (Loss)

Balance, March 31, 2025

Issuance of 530 shares of

common stock under incentive

compensation plan

Stock-based and deferred compensation

Other comprehensive income

Cash dividends paid:

Common stock ($ 0.385 per share)

Balance, June 30, 2025

(In thousands, except share and per share amounts)

8 unchanged sentences

Common stock ($ 0.770 per share)

Balance, March 31, 2025

Balance, June 30, 2025

FAIR VALUE MEASUREMENTS

2 unchanged sentences

Fair value of cash and cash equivalents is a Level 1 measurement.

The Company's cash and cash equivalents included money market funds totaling $ 18,527,000 and $ 13,807,000 at March 31, 2026 and December 31, 2025, respectively.

The Company's cash and cash equivalents included money market funds totaling $ 10,516,000 and $ 13,807,000 at June 30, 2026 and December 31, 2025, respectively.

Derivative assets and liabilities

4 unchanged sentences

The Company's fair value measurements for debt fall in Level 2 of the fair value hierarchy.

At March 31, 2026, and December 31, 2025 , the fair values and related carrying values of debt, including current maturities, were as follows (the fair value and carrying value amounts are presented without regard to unamortized debt issuance costs of $ 246,000 and $ 275,000 as of March 31, 2026 and December 31, 2025, respectively):

At June 30, 2026, and December 31, 2025 , the fair values and related carrying values of debt, including current maturities, were as follows (the fair

value and carrying value amounts are presented without regard to unamortized debt issuance costs of $ 217,000 and $ 275,000 as of June 30, 2026 and December 31, 2025, respectively):

(In thousands)

Carrying value

The following tables present financial assets and liabilities, excluding cash and cash equivalents, measured on a recurring basis at fair value as of March 31, 2026, and December 31, 2025, and the level within the fair value hierarchy in which the fair value measurements fall:

The following tables present financial assets and liabilities, excluding cash and cash equivalents, measured on a recurring basis at fair value as of June 30, 2026, and December 31, 2025, and the level within the fair value hierarchy in which the fair value measurements fall:

(In thousands)

15 unchanged sentences

DERIVATIVE INSTRUMENTS

At March 31, 2026, and December 31, 2025 , the Company had open forward foreign currency exchange contracts to buy or sell foreign currencies with U.S.

At June 30, 2026, and December 31, 2025 , the Company had open forward foreign currency exchange contracts to buy or sell foreign currencies with U.S.

dollar equivalent amounts of $ 46,234,000 and $ 57,755,000 , respectively.

All forward foreign exchange contracts at March 31, 2026 had durations of one month to three months .

All forward foreign exchange contracts at June 30, 2026 had durations of one month to three months .

The Company is currently exposed to volatility in short-term interest rates and has mitigated certain portions of that risk by using an interest rate swap.

The interest rate swap is recognized on the balance sheet as either an asset or a liability

measured at fair value.

At March 31, 2026 , the Company held an interest rate swap contract with a notional value of $ 100,000,000 that was designated as a cash flow hedge.

The interest rate swap is recognized on the balance sheet as either an asset or a liability measured at fair value.

At June 30, 2026 , the Company held an interest rate swap contract with a notional value of $ 100,000,000 that was designated as a cash flow hedge.

Period-to-period changes in the fair value of the interest rate swap are initially recognized as gains or losses in other comprehensive income.

As the interest rate swap contract is settled, the corresponding gain or loss is reclassified out of accumulated other comprehensive income (AOCI) into earnings.

The maturity date of the current interest swap contract is March 10, 2027 , which is closely aligned with the June 24, 2027 maturity of the Company's revolving credit facility.

The fair values of the derivative instruments held by the Company on March 31, 2026, and December 31, 2025, are disclosed in Note 3, Fair Value Measurements , of the notes to the Company’s condensed consolidated financial statements (included in Item 1 of this Form 10-Q).

Derivative instrument gains and losses for the three months ended March 31, 2026 and 2025, were immaterial.

For amounts reclassified out of AOCI into earnings for the three months ended March 31, 2026 and 2025, see Note 11, Accumulated Other Comprehensive Income (Loss) , of the notes to the Company’s condensed consolidated financial statements (included in Item 1 of this Form 10-Q).

The maturity date of the current interest rate swap contract is March 10, 2027 , which is closely aligned with the June 24, 2027 maturity of the Company's revolving credit facility.

The fair values of the derivative instruments held by the Company on June 30, 2026, and December 31, 2025, are disclosed in Note 3, Fair Value Measurements , of the notes to the Company’s condensed consolidated financial statements (included in Item 1 of this Form 10-Q).

Derivative instrument gains and losses for the three and six months ended June 30, 2026 and 2025, were immaterial.

For amounts reclassified out of AOCI into earnings for the three and six months ended June 30, 2026 and 2025, see Note 11, Accumulated Other Comprehensive Income (Loss) , of the notes to the Company’s condensed consolidated financial statements (included in Item 1 of this Form 10-Q).

STOCK-BASED COMPENSATION

2 unchanged sentences

Three Months Ended

Six Months Ended

Unrecognized compensation costs for stock options, performance shares, RSUs and SARs were as follows:

3 unchanged sentences

The change in unrecognized compensation costs for stock options, performance shares, RSUs and SARs is due to new grants issued in 2026.

The Company granted the following awards in the first three months of 2026:

The Company granted the following awards in the first six months of 2026:

Stock options

Performance shares (at target) and RSUs

The unrecognized compensation costs at March 31, 2026 , are expected to be recognized over weighted-average periods of 2.2 years for stock options, 2.4 years for performance shares and RSUs and 2.3 years for SARs.

The composition of inventories at March 31, 2026, and December 31, 2025, was as follows:

The unrecognized compensation costs at June 30, 2026 , are expected to be recognized over weighted-average periods of 2.0 years for stock options, 2.2 years for performance shares and RSUs and 2.1 years for SARs.

The composition of inventories at June 30, 2026, and December 31, 2025, was as follows:

(In thousands)

5 unchanged sentences

Three Months Ended

Six Months Ended

Operating lease cost

5 unchanged sentences

measurement of lease liabilities:

Operating cash flow from operating leases

Right-of-use assets obtained in exchange

for new operating lease liabilities

The following table outlines the maturities of lease liabilities as of March 31, 2026.

Operating cash flow from operating

Right-of-use assets obtained in

exchange for new operating lease

The following table outlines the maturities of lease liabilities as of June 30, 2026.

(In thousands)

Undiscounted Cash Flows:

2026 (excluding the three months ended March 31, 2026)

2026 (excluding the six months ended June 30, 2026)

Subsequent to 2030

8 unchanged sentences

Weighted-average discount rate-operating leases

As of March 31, 2026 , the Company had a railcars lease, valued at approximately $ 356,000 , that had not commenced.

The lease will commence during the second quarter of 2026 with a lease term of five years .

As of June 30, 2026 , the Company had no leases that had not commenced.

CONTINGENCIES

13 unchanged sentences

The level of annual expenditures for remedial, monitoring and investigatory activities will change in the future as major components of planned remediation activities are completed and the scope, timing and costs of existing activities are changed.

As of March 31, 2026 , the Company estimated a range of possible environmental losses and legal losses of $ 19,825,000 to $ 46,376,000 .

As of June 30, 2026 , the Company estimated a range of possible environmental losses and legal losses of $ 19,619,000 to $ 46,483,000 .

Within the range of possible environmental losses and legal losses, management has currently concluded that no single amount is more likely to occur than any other amounts in the range and, thus, has accrued at the lower end of the range.

These accruals totaled $ 19,825,000 at March 31, 2026 and $ 19,272,000 at December 31, 2025.

These accruals totaled $ 19,619,000 at June 30, 2026 and $ 19,272,000 at December 31, 2025.

A lthough the Company believes that its estimated range of possible environmental losses and legal losses and its reserves are adequate for contingencies, it is possible, due to uncertainties including those noted above, that additional reserves could be required in the future.

Cash expenditures related to environmental remediation and certain other legal matters approximated $ 301,000 and $ 2,576,000 for the three months ended March 31, 2026 and 2025, respectively.

Cash expenditures related to environmental remediation and certain other legal matters approximated $ 749,000 and $ 3,402,000 for the six months ended June 30, 2026 and 2025, respectively.

For certain sites, the Company has responded to information requests made by federal, state or local government agencies but has received no response confirming or denying the Company’s stated positions.

3 unchanged sentences

However, in the event of one or more adverse determinations with respect to such sites in any annual or interim period, the effect on the Company’s cash flows and results of operations for those periods could be material.

Following are summaries of the Company’s major contingencies at March 31, 2026:

Following are summaries of the Company’s major contingencies at June 30, 2026:

Maywood, New Jersey Site

24 unchanged sentences

The Company is contractually obligated to contribute up to five percent of the environmental response costs incurred by the current owner, with no limitation on the ultimate amount of contributions.

The Company had paid the current owner $ 4,379,000 for the Company’s portion of environmental response costs at the Wilmington site through March 31, 2026.

The Company had paid the current owner $ 4,443,000 for the Company’s portion of environmental response costs at the Wilmington site through June 30, 2026.

The Company has recorded a liability for its portion of the estimated remediation costs for the site.

7 unchanged sentences

The alleged violations may result in a range of possible penalties, including financial penalties or operational remedies.

however, at this stage of the matter, the Company is unable to predict the ultimate outcome or what impact, if any, the outcome might have on the Company’s financial position, results of operations or cash flows.

Based on current information, the Company believes that its recorded liability for this matter is reasonable;

however, depending on the ultimate resolution of this matter, the amount for which the Company is liable could differ materially from the current recorded liability.

Through the regular environmental monitoring of its plant production sites, the Company discovered levels of chemical contamination that were above thresholds allowed by law at its Millsdale and Fieldsboro, New Jersey plants.

15 unchanged sentences

USEPA assessed a civil penalty of $ 1,126,000 , which the Company paid on July 2, 2025.

As of March 31, 2026, the Company recovered the entire amount of the USEPA penalty from third parties.

As of June 30, 2026 , the Company recovered the entire amount of the USEPA penalty from third parties.

POSTRETIREMENT BENEFIT PLANS

6 unchanged sentences

Three Months Ended

Six Months Ended

Interest cost

5 unchanged sentences

Three Months Ended

Six Months Ended

Interest cost

6 unchanged sentences

unfunded non-qualified pension plans.

Of such amount, $ 29,000 had been paid to the non-qualified plans as of March 31, 2026.

Of such amount, $ 89,000 had been paid to the non-qualified plans as of June 30, 2026.

The Company’s U.K.

4 unchanged sentences

retirement plans include two qualified plans, one of which is a 401(k) plan and one of which is an employee stock ownership plan (profit sharing plan), and one non-qualified supplemental executive plan.

In the three months ended March 31, 2026 and 2025 , the Company made contributions into the qualified retirement plans for U.S.

In the six months ended June 30, 2026 and 2025 , the Company made contributions into the qualified retirement plans for U.S.

employees and for certain non-U.S.

8 unchanged sentences

Three Months Ended

Six Months Ended

Retirement savings contributions

2 unchanged sentences

The Company has a rabbi trust to fund the obligations of its non-qualified supplemental executive defined contribution plans (supplemental plans).

The trust is comprised of various mutual fund investments selected by the participants of the supplemental plans.

The trust is comprised of various mutual fund investments selected by the participants of the

supplemental plans.

In accordance with the accounting guidance for rabbi trust arrangements, the assets of the trust and the obligations of the supplemental plans are reported on the Company’s condensed consolidated balance sheets.

2 unchanged sentences

The supplemental plan liabilities increase (i.e., supplemental plan expense is recognized) when the value of the trust assets appreciate and decrease when the value of the trust assets decline (i.e., supplemental plan income is recognized).

At March 31, 2026 , the balance of the trust assets was $ 338,000 which equaled the balance of the supplemental plan liabilities.

At June 30, 2026 , the balance of the trust assets was $ 354,000 which equaled the balance of the supplemental plan liabilities.

See the long-term investments section in Note 3, Fair Value Measurements , of the notes to the Company’s condensed consolidated financial statements (included in Item 1 of this Form 10-Q) for further information regarding the Company’s mutual fund assets.

EARNINGS PER SHARE

Below are the computations of basic and diluted earnings per share for the three months ended March 31, 2026 and 2025:

Below are the computations of basic and diluted earnings per share for the three and six months ended June 30, 2026 and 2025:

(In thousands, except per share amounts)

Three Months Ended

Six Months Ended

Computation of Basic Earnings per Share

16 unchanged sentences

Diluted earnings per share

(1) Options/SARs to acquire 1,213,923 shares of the Company's common stock were excluded from the computation of dilutive earnings per share for the three months ended March 31, 2025.

(1) Options/SARs to acquire 1,167,695 shares of the Company's common stock were excluded from the computation of dilutive earnings per share for the three months ended June 30, 2026.

Options/SARs to acquire 1,205,183 and 1,209,553 shares of the Company's common stock were excluded from the computation of dilutive earnings per share for the three and six months ended June 30, 2025 , respectively.

The options/SARs' exercise prices were greater than the average market price for the Company's common stock and inclusion of the instruments would have had an antidilutive effect on the computations of the earnings per share.

(2) For the three months ended March 31, 2026, potential common shares were excluded from the computation of diluted earnings per share because of their anti-dilutive effect due to the net loss for the quarter.

(2) For the six months ended June 30, 2026, potential common shares were excluded from the computation of diluted earnings per share because of their anti-dilutive effect due to the net loss for the first six months in 2026.

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Below is the change in the Company’s accumulated other comprehensive income (loss) (AOCI) balance by component (net of income taxes) for the three months ended March 31, 2026 and 2025:

Below is the change in the Company’s accumulated other comprehensive income (loss) (AOCI) balance by component (net of income taxes) for the three and six months ended June 30, 2026 and 2025:

(In thousands)

Balance at December 31, 2024

Balance at March 31, 2025

Other comprehensive income (loss) before

2 unchanged sentences

Net current-period other comprehensive income (loss)

Balance at June 30, 2025

Balance at March 31, 2026

Other comprehensive income (loss) before

reclassifications

Amounts reclassified from AOCI

Net current-period other comprehensive income (loss)

Balance at June 30, 2026

Balance at December 31, 2024

3 unchanged sentences

Net current-period other comprehensive income (loss)

Balance at March 31, 2026

Information regarding the reclassifications out of AOCI for the three months ended March 31, 2026 and 2025, is displayed below:

Balance at June 30, 2025

Balance at December 31, 2025

Other comprehensive income (loss) before

reclassifications

Amounts reclassified from AOCI

Net current-period other comprehensive income (loss)

Balance at June 30, 2026

Information regarding the reclassifications out of AOCI for the three and six months ended June 30, 2026 and 2025, is displayed below:

(In thousands)

2 unchanged sentences

Three Months Ended

Six Months Ended

Affected Line Item in

16 unchanged sentences

The accounting policies of the reportable segments are the same as those described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 .

following is segment data for the three months ended March 31, 2026 and 2025, and reconciliations of segment data to the condensed consolidated financial statements:

For the Three Months Ended March 31, 2026

The following is segment data for the three and six months ended June 30, 2026 and 2025, and reconciliations of segment data to the condensed consolidated financial statements:

For the Three Months Ended June 30, 2026

(In thousands)

10 unchanged sentences

Consolidated Depreciation and Amortization

For the Three Months Ended March 31, 2025

For the Six Months Ended June 30, 2026

(In thousands)

10 unchanged sentences

Consolidated Depreciation and Amortization

The following is segment assets at March 31, 2026 and December 31, 2025, and reconciliations of segment assets to the condensed consolidated financial statements.

As of March 31, 2026

For the Three Months Ended June 30, 2025

(In thousands)

Cost of Sales (1)

Operating Expenses (2)

Operating Income

Unallocated Corporate Expenses (3)

Consolidated Operating Income

Segment Capital Expenditures

Unallocated Capital Expenditures (4)

Consolidated Capital Expenditures

Segment Depreciation and Amortization

Unallocated Depreciation and Amortization (5)

Consolidated Depreciation and Amortization

For the Six Months Ended June 30, 2025

(In thousands)

Cost of Sales (1)

Operating Expenses (2)

Operating Income

Unallocated Corporate Expenses (3)

Consolidated Operating Income

Segment Capital Expenditures

Unallocated Capital Expenditures (4)

Consolidated Capital Expenditures

Segment Depreciation and Amortization

Unallocated Depreciation and Amortization (5)

Consolidated Depreciation and Amortization

The following is segment assets at June 30, 2026 and December 31, 2025, and reconciliations of segment assets to the condensed consolidated financial statements.

As of June 30, 2026

(In thousands)

Segment Assets

16 unchanged sentences

The Company has accounts receivable financing programs under which the Company has the ability to sell eligible receivables for select customers to select banking institutions.

For the three months ended March 31, 2026 and 2025 , the Company’s cash proceeds from the sale of receivables were $ 15,618,000 and $ 34,469,000 , respectively.

Financing charges incurred from the sale of accounts receivable qualifying as sales for the three months ended March 31, 2026 and 2025 were immaterial.

As of March 31, 2026 and December 31, 2025 , the Company had $ 307,000 and $ 218,000 of contract liabilities and no contract assets, respectively.

For the three months ended June 30, 2026 and 2025 , the Company’s cash

proceeds from the sale of receivables were $ 24,496,000 and $ 20,606,000 , respectively.

For the six months ended June 30, 2026 and 2025 , the Company’s cash proceeds from the sale of receivables were $ 40,114,000 and $ 55,075,000 , respectively.

Financing charges incurred from the sale of accounts receivable qualifying as sales for the three and six months ended June 30, 2026 and 2025 were immaterial.

As of June 30, 2026 and December 31, 2025 , the Company had $ 405,000 and $ 218,000 of contract liabilities and no contract assets, respectively.

A contract liability would typically arise when an advance or deposit is received from a customer before the Company recognizes revenue.

1 unchanged sentence

When such situations do arise, the Company maintains a deferred revenue liability until the time a performance obligation has been satisfied.

The Company recognized $ 218,000 of revenue in the first three months of 2026 from pre-existing contract liabilities at December 31, 2025.

The Company recognized $ 218,000 of revenue in the first six months of 2026 from pre-existing contract liabilities at December 31, 2025.

In addition, during 2020, the Company recorded $ 10,709,000 of long-term deferred revenue associated with a payment received to defray the cost of capital expenditures necessary to service a customer’s future product needs.

At March 31, 2026 , $ 1,662,000 was classified as long-term and $ 2,216,000 was classified as short-term.

This deferred revenue is being recognized over the period of the contract and $ 6,831,000 of revenue has been recognized from the beginning of the contract term through March 31, 2026.

The tables below provide a geographic disaggregation of net sales for the three months ended March 31, 2026 and 2025.

At June 30, 2026 , $ 1,108,000 was classified as long-term and $ 2,216,000 was classified as short-term.

This deferred revenue is being recognized over the period of the contract and $ 7,385,000 of revenue has been recognized from the beginning of the contract term through June 30, 2026.

The tables below provide a geographic disaggregation of net sales for the three and six months ended June 30, 2026 and 2025.

The Company’s business segmentation by geographic region most effectively captures the nature and economic characteristics of the Company’s revenue streams impacted by economic factors.

(In thousands)

For the Three Months Ended March 31, 2026

For the Three Months Ended June 30, 2026

Geographic Market

2 unchanged sentences

(In thousands)

For the Three Months Ended March 31, 2025

For the Six Months Ended June 30, 2026

Geographic Market

1 unchanged sentence

Latin America

At March 31, 2026 and December 31, 2025, debt was comprised of the following:

(In thousands)

For the Three Months Ended June 30, 2025

Geographic Market

North America

Latin America

(In thousands)

For the Six Months Ended June 30, 2025

Geographic Market

North America

Latin America

At June 30, 2026 and December 31, 2025, debt was comprised of the following:

(In thousands)

Senior unsecured notes

14 unchanged sentences

Long-term debt

The Company's long-term debt financing is comprised of certain senior unsecured notes issued to insurance companies in private placement transactions pursuant to note purchase agreements (the “Note Purchase Agreements”), totaling $ 313,325,000 as of March 31, 2026 .

These notes are denominated in U.S.

5 unchanged sentences

The facility is for the sole purpose of the issuance of standby letters of credit.

As of March 31, 2026 , the Company had an outstanding letter of credit of $ 8,694,000 under the CIC Credit Agreement.

Company maintains import and export letters of credit, and standby letters of credit under its workers’ compensation insurance agreements and for other purposes, as needed from time to time, which are issued under the Credit Agreement and under the CIC Credit Agreement.

As of March 31, 2026 , the Company had outstanding letters of credit totaling $ 4,860,000 and $ 338,400,000 of outstanding borrowings under the Credit Agreement, inclusive of an $ 81,875,000 delayed-draw term loan ($ 18,125,000 of the term loan principal has been permanently repaid as scheduled).

There was $ 88,615,000 available under the Credit Agreement as of March 31, 2026.

The Company's foreign subsidiaries had no debt outstanding at March 31, 2026.

As of June 30, 2026 , the Company had an outstanding letter of credit of $ 8,694,000 under the CIC Credit Agreement.

The Company maintains import and export letters of credit, and standby letters of credit under its workers’ compensation insurance agreements and for other purposes, as needed from time to time, which are issued under the Credit Agreement and under the CIC Credit Agreement.

As of June 30, 2026 , the Company had outstanding letters of credit totaling $ 4,585,000 and $ 344,000,000 of outstanding borrowings under the Credit Agreement, inclusive of an $ 80,000,000 delayed-draw term loan ($ 20,000,000 of the term loan principal has been permanently repaid as scheduled).

There was $ 81,415,000 available under the Credit Agreement as of June 30, 2026.

The Company's foreign subsidiaries had no debt outstanding at June 30, 2026.

The Company’s material debt agreements contain provisions which, among other covenants, require maintenance of certain financial ratios and place limitations on additional debt, investments and payment of dividends.

Based on the loan agreement provisions that place limitations on dividend payments, unrestricted retained earnings (i.e., retained earnings available for dividend distribution) were $ 213,848,000 and $ 263,923,000 at March 31, 2026 and December 31, 2025 , respectively.

Based on the loan agreement provisions that place limitations on dividend payments, unrestricted retained earnings (i.e., retained earnings available for dividend distribution) were $ 227,780,000 and $ 263,923,000 at June 30, 2026 and December 31, 2025 , respectively.

Other, net in the condensed consolidated statements of income included the following:

1 unchanged sentence

Three Months Ended

Foreign exchange gain

Six Months Ended

Foreign exchange (loss)

Investment income

Realized and unrealized (loss) on investments

Realized and unrealized gain on investments

Net periodic benefit cost

2 unchanged sentences

facilities during the first half of 2026.

The Company is consolidating the impacted operations into its existing network, improving its asset utilization and reducing its fixed cost basis, while maintaining ongoing supply for its customers.

Total pre-tax business restructuring expense related to the asset shutdowns was $ 65,439,000 during the first quarter of 2026.

Restructuring costs in the first quarter of 2026 included $ 62,367,000 of asset impairment charges.

The Company is mostly consolidating the impacted operations into its existing network, improving its asset utilization and reducing its fixed cost basis, while maintaining ongoing supply for its customers.

Total pre-tax business restructuring expenses related to the asset shutdowns for the second quarter of 2026 and the first six months of 2026 were $ 5,106,000 and $ 70,545,000 , respectively.

Restructuring costs in the first half of 2026 included $ 61,309,000 of asset impairment charges.

The Fieldsboro, New Jersey site, Elwood, Illinois (Millsdale) site and Stalybridge, U.K site recognized $ 42,109,000 , $ 14,332,000 and $ 4,868,000 , respectively, in asset impairment charges.

The Company also recognized $ 1,817,000 and $ 1,255,000 in decommissioning and termination expenses, respectively, some of which were paid during the first quarter of 2026.

Although all restructuring charges related to the Surfactants segment, they were excluded from the Surfactant segment results and are shown on a separate Business restructuring line item in the Condensed Consolidated Statements of Income for the three months ended March 31, 2026 and 2025.

During the first six months of 2026, the Company also recognized $ 7,509,000 and $ 1,727,000 of decommissioning/other and termination expenses, respectively.

Although all restructuring charges related to the Surfactants segment, they were excluded from the Surfactants segment results and are shown on a separate Business restructuring line item in the Condensed Consolidated Statements of Income for the three and six months ended June 30, 2026 and 2025 .

Below is a reconciliation of the beginning and ending balances of the restructuring liability:

7 unchanged sentences

March 31, 2026

Expenses accrued during the period

Foreign currency translation

Restructuring liability at

June 30, 2026

The Company anticipates recognizing total restructuring expenses in the range of $ 75,000,000 to $ 80,000,000 for full year 2026.

NONCASH INVESTING AND FINANCING ACTIVITIES

Noncash investing activities included liabilities (accounts payable) incurred for property, plant and equipment expenditures of approximately $ 9,517,000 and $ 8,132,000 that were unpaid at March 31, 2026 and 2025 , respectively.

Noncash financing activities included the issuance of 138,850 shares of the Company’s common stock (valued at $ 7,511,000 ) and 94,314 shares of the Company’s common stock (valued at $ 5,712,000 ) under the Company’s equity incentive compensation plan during the three months ended March 31, 2026 and 2025 , respectively.

Noncash investing activities included liabilities (accounts payable) incurred for property, plant and equipment expenditures of approximately $ 7,875,000 and $ 10,593,000 that were unpaid at June 30, 2026 and 2025 , respectively.

Noncash financing activities included the issuance of 159,655 shares of the Company’s common stock (valued at $ 8,602,000 ) and 132,057 shares of the Company’s common stock (valued at $ 7,811,000 ) under the Company’s equity incentive compensation plan during the period ended June 30, 2026 and 2025 , respectively.

PURCHASE AND SALE AGREEMENT TO SELL LAND

On April 24, 2026, the Company entered into a Purchase and Sale Agreement to sell a parcel of the Company’s land near its Elwood, IL (Millsdale) site.

The agreed upon purchase price for the property is $ 30,000,000 and is subject to customary adjustments and closing conditions.

The transaction is expected to close during the second half of 2026.

RECENT ACCOUNTING PRONOUNCEMENTS

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2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40) An Amendment of the FASB Accounting Standards Codification - Targeted Improvements to the Accounting for Internal-Use Software.

This update removes all references to software development stages so the entities start capitalizing software costs when 1) management has authorized and committed to funding the software projects and 2) it is probable that the project will be completed and the software will be used to perform the functions intended.

This update removes all references to software development stages, allowing entities to start capitalizing software costs when 1) management has authorized and is committed to funding the software projects and 2) it is probable that the project will be completed and the software will be used to perform the functions intended.

Under the current rule, entities are required to capitalize development costs incurred depending on the nature of the costs and the project stage during which they occur.

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The Company is in the process of evaluating ASU 2025-06 to determine its impact, if any, on the Company’s financial position, results of operations and cash flows.

In May 2026, the FASB issued ASU No.

2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818).

This update provides recognition, measurement, presentation, and disclosure requirements for all entities that generate, purchase, receive environmental credits or have regulatory compliance obligations that may be settled with environmental credits.

Environmental credits include carbon offsets, emission allowances, renewable energy certificates, and renewable identification numbers.

Environmental obligations are regulatory obligations arising from laws to prevent, control, reduce, or remove emissions or pollution, which may be settled with environmental credits.

Entities will need to disclose intended use of credits, financial statement impact of environmental assets and liabilities and changes in intent to use credits to settle existing obligations.

The amendments in this update are effective for annual periods beginning after December 15, 2027, and interim periods within those annual reporting periods.

The Company is in the process of evaluating ASU 2026-02 to determine its impact, if any, on the Company’s financial position, results of operations and cash flows.

SUBSEQUENT EVENT

On April 24, 2026, the Company entered into a Purchase and Sale Agreement to sell a parcel of the Company’s land near its Elwood, IL (Millsdale) site.

The agreed upon purchase price for the property is $ 30,000,000 and is subject to customary adjustments and closing conditions.

The transaction is expected to close during the second half of 2026.

On July 28, 2026, the Board of Directors (the “Board”) of the Company approved a plan to reduce the Company’s global salaried workforce by around 100 roles during the third quarter of 2026 as part of Project Catalyst, the Company’s previously announced comprehensive operational and efficiency initiative.

As previously disclosed, the Company anticipates recognizing full-year restructuring charges in the range of $ 75,000,000 to $ 80,000,000 in connection with Project Catalyst.

Of that amount, the Company currently estimates that it will incur approximately $ 4,000,000 to $ 6,000,000 of charges in connection with the workforce reduction, consisting primarily of employee severance, benefits and related costs.

The Company expects substantially all of these workforce reduction charges

to result in cash expenditures.

The Company expects to recognize the majority of these charges during the second half of 2026.

The estimated charges that the Company expects to incur are subject to several assumptions, and actual results may differ materially from these estimates.

The Company may incur additional costs due to events associated with or resulting from Project Catalyst and the workforce reduction described above.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements